Stock purchase agreement - sustany/dvg GitHub Wiki

A stock purchase agreement is a contract under which a seller transfers�stock of a corporation�to a�buyer.

Although the content of a stock purchase agreement may vary in complexity depending on the sophistication of the transaction, it commonly includes the following sections:

• Recitals that describe the relevant background of the transaction.
• A list of definitions of the words that shall rule the interpretation of the stock purchase agreement.
• The terms and conditions for the sale and purchase of the stock�including the purchase price and the terms and conditions for its payment.
• The terms and conditions for the closing of the transaction, such as the need to require any previous governmental authorization (i.e., antitrust authority).
• The representations and warranties of the seller and the buyer regarding, among others, their authority to enter the stock purchase agreement, the legal characteristics of the sold stock,�the legal and financial information and the obligations of the company, and any other relevant matter related to the transaction, the company and the stock.
• Post-closing obligations of the parties, such as a non-compete or non-solicitation clause.
• The indemnification rules, such as the procedure for indemnification, maximum indemnification limitations, prohibition for double compensation, and third-party claims.
• Rules for the termination of the stock purchase agreement.
• Other miscellaneous clauses, such as applicable law and jurisdiction, arbitration clause, and other interpretation rules.

A stock purchase agreement may also be called a �share purchase agreement� or referred to as �SPA�.